Compensation Committee Charter

 

As adopted on November 17 , 2005

I. Purpose. The primary purpose of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) is to oversee and direct the design and implementation of strategic programs that promote the attraction, retention and appropriate reward of executive officers and are designed to motivate the Company’s executive officers toward the achievement of business objectives and to align the executive officers’ focus with the long-term interest of shareholders. In addition, the Committee shall produce an annual report on executive compensation as required by the rules of the Securities and Exchange Commission (“SEC”) to be included in the Company’s proxy statement. The Committee shall also approve and make recommendations to the Board to assist in fulfilling its responsibility to oversee the establishment and administration of the Company’s compensation programs, including incentive compensation and equity based plans, and related matters for employees subject to Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16”).

II. Composition. The Committee shall consist of at least three directors each of whom shall be (1) a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, (2) an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and (3) “independent” as defined by the New York Stock Exchange. Committee members, including the Chairman of the Committee, are appointed by the Board on an annual basis upon the recommendation of the Nominating and Governance Committee and may be removed by the Board.

III. Meetings.The Committee shall meet at least four times per year and at such times and places and by such means as the Chairman shall determine. The Committee shall report regularly to the Board with respect to its activities. A majority of the members of the Committee shall constitute a quorum. The Committee shall have the authority to delegate to subcommittees in its sole discretion.

IV. Duties and Responsibilities.Except where the Committee otherwise expressly determines or applicable law otherwise expressly requires, the Committee shall not act or serve as a fiduciary with respect to any benefit plans or programs under the Employee Retirement Income Security Act (“ERISA”) or any other applicable law. Among its duties and responsibilities, the Committee shall:

A. Review and approve the executive compensation philosophy, policies and programs that in the Committee’s judgment support the Company’s overall business strategy;

B. Review and make recommendations to the Board with respect to incentive-compensation plans and equity-based plans, and any amendments thereto;

C. Review and approve the corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives and , based on this evaluation, determine and recommend to the independent directors the Chief Executive Officer’s compensation level, including salary, incentive-compensation, equity- based compensation and any other remuneration, and an assessment of whether the total compensation proposed to be paid to the Chief Executive Officer is competitive and linked to Company performance;

D. Review and approve the corporate goals and objectives relevant to the compensation of executive officers other than the Chief Executive Officer, evaluate each executive officer’s performance in light of those goals and objectives, assess whether the total compensation proposed to be paid to executive officers (including salary, incentive-compensation, equity-based compensation and any other remuneration) is competitive and linked to Company performance, and determine and approve the executive officers’ compensation;

E. Approve all equity-based compensation for any employee subject to Section 16;

F. Approve the salary increase budgets for all other executives;

G. Review annually succession and development plans relating to the position of Chief Executive Officer and other executive officer positions reporting to the Chief Executive Officer.

H. Maintain certain settlor responsibilities for general employee benefits matters as detailed under the Company’s ERISA plans;

I. Issue reports of the Committee as required by the SEC and other governmental bodies, including the annual report of the Committee on executive officer compensation contained in the proxy statement; and

J. Evaluate annually the performance of the Committee and report the results of the performance evaluation to the Board and review and assess annually the adequacy of the Committee’s charter and recommend any changes to the Board.

Any action duly and validly taken by the Committee pursuant to the power and authority conferred under this Charter shall for all purposes constitute an action duly and validly taken by the Board and may be certified as such by the Secretary or other authorized officer of the Company. The Board shall be informed of any such action.

V. Outside Advisors. The Committee shall have the sole authority to engage separate independent counsel and other advisors to represent the Committee, as the Committee determines necessary to carry out its duties and shall receive appropriate funding, as determined by the Committee, from the Company for payment of compensation to any such advisors. The Committee shall have the sole authority to approve the fees and other retention terms of such advisors.